Common use of Representations by all Subscribers Clause in Contracts

Representations by all Subscribers. The Subscriber (on its own behalf and, if applicable, on behalf of each beneficial purchaser, if any, for whom the Subscriber is contracting) represents and warrants to the Issuer and the Agent that, as at the Agreement Date and at the Closing: (a) The Subscriber has not and will not be receiving an offering memorandum or other disclosure document from the Issuer; (b) to the best of the Subscriber’s knowledge, the Securities were not advertised; (c) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase the Securities; (ii) that any person will refund the purchase price of the Purchased Securities; (iii) as to the future price or value of any of the Securities; or (iv) that any of the Securities will be listed and posted for trading on a stock exchange or quotation system or that application has been made to list and post any of the Securities for trading on any stock exchange or quotation system; (d) this subscription has not been solicited in any other manner contrary to the Applicable Legislation or the 1933 Act; (e) the Subscriber (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and tax considerations, and it (or others for whom it is contracting hereunder) is solely responsible for compliance with applicable resale restrictions and applicable tax legislation; (f) the Subscriber has no knowledge of a “material fact” or “material change” (as those terms are defined in the Applicable Legislation) in the affairs of the Issuer that has not been generally disclosed to the public, except knowledge of this particular transaction; (g) the offer made by this subscription is irrevocable (subject to the Subscriber’s right to withdraw the subscription and to terminate the obligations as set out in this Subscription Agreement) and requires acceptance by the Issuer and approval of the Exchange; (h) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant to this Subscription Agreement and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been given to authorize execution of this Subscription Agreement on behalf of the Subscriber; (i) the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (j) this Subscription Agreement has been duly executed and delivered by the Subscriber and constitutes a legal, valid and binding agreement of the Subscriber enforceable against the Subscriber; (k) the Subscriber has been independently advised as to the applicable hold period imposed in respect of the Securities by securities legislation in the jurisdiction in which the Subscriber resides and confirms that no representation has been made respecting the applicable hold periods for the Securities and is aware of the risks and other characteristics of the Securities and of the fact that the Subscriber may not be able to resell the Securities except in accordance with the Applicable Legislation and regulatory policies; (l) the Subscriber is capable of assessing the proposed investment as a result of the Subscriber’s financial and business experience or as a result of advice received from a registered person other than the Issuer or any affiliates of the Issuer; and, (m) if required by Applicable Legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Issuer in filing, such reports, undertakings and other documents with respect to the issue of the Securities as may be required.

Representations by all Subscribers. The Subscriber (on its own behalf and, if applicable, on behalf of each beneficial purchaser, if any, for whom the Subscriber is contracting) represents and warrants to the Issuer and the Agent Corporation that, as at the Agreement Date and at the Closing: (a) The if the Subscriber has is purchasing the Securities as principal for its own account, the Subscriber is purchasing them for investment only and not and will not be receiving an offering memorandum for the benefit of any other person or for resale, distribution or other disclosure document from disposition of the IssuerSecurities; (b) to the best of the Subscriber’s knowledge, the Securities were not advertised; (c) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase the Securities; (ii) that any person will refund the purchase price of the Purchased Securities; (iii) as to the future price or value of any of the Securities; or (iv) that any of the Securities will be listed and posted for trading on a stock exchange or quotation system or that application has been made to list and post any of the Securities for trading on any stock exchange or quotation systemexchange, other than the Shares and Warrant Shares on the Exchange; (d) this subscription has not been solicited in any other manner contrary to the Applicable Legislation or the 1933 Act; (e) the Subscriber (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and tax considerations, and it (or others for whom it is contracting hereunder) is solely responsible for compliance with applicable resale restrictions and applicable tax legislation; (f) the Subscriber has no knowledge of a “material fact” or “material change” (as those terms are defined in the Applicable Legislation) in the affairs of the Issuer Corporation that has not been generally disclosed to the public, except knowledge of this particular transaction; (g) the offer made by this subscription is irrevocable (subject to the Subscriber’s right to withdraw the subscription and to terminate the obligations as set out in this Subscription Agreement) and requires acceptance by the Issuer Corporation and approval of the Exchange; (h) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant to this Subscription Agreement and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been given to authorize execution of this Subscription Agreement on behalf of the Subscriber; (i) the Subscriber is not a “control person” of the Corporation as defined in the Applicable Legislation, will not become a “control person” by virtue of this purchase of any of the Securities, and does not intend to act in concert with any other person to form a control group of the Corporation; (j) unless the Subscriber has completed and signed Schedule “IV”, the offer was not made to the Subscriber when the Subscriber was in the United States and, at the time the Subscriber’s buy order was made to the Corporation, the Subscriber was outside the United States; (k) unless the Subscriber has completed and signed Schedule “IV”, the Subscriber is not a U.S. Person; (l) unless the Subscriber has completed and signed Schedule “IV”, the Subscriber is not and will not be purchasing Purchased Securities for the account or benefit of any U.S. Person; (m) the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (jn) this Subscription Agreement has been duly executed and delivered by the Subscriber and constitutes a legal, valid and binding agreement of the Subscriber enforceable against the Subscriber; (ko) the Subscriber has been independently advised as to the applicable hold period imposed in respect of the Securities by securities legislation in the jurisdiction in which the Subscriber resides and confirms that no representation has been made respecting the applicable hold periods for the Securities and is aware of the risks and other characteristics of the Securities and of the fact that the Subscriber may not be able to resell the Securities except in accordance with the Applicable Legislation applicable securities legislation and regulatory policies; (lp) the Subscriber is capable of assessing the proposed investment as a result of the Subscriber’s financial and business experience or as a result of advice received from a registered person other than the Issuer Corporation or any affiliates of the Issuer; and,Corporation; (mq) if required by Applicable Legislationapplicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Issuer Corporation in filing, such reports, undertakings and other documents with respect to the issue of the Securities as may be required; (r) it has relied solely upon publicly available information relating to the Issuer and not upon any verbal or written representation as to fact or otherwise made by or behalf of the Corporation or the Corporation; and (s) the funds representing the funds representing the aggregate purchase price which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLA”) and the Subscriber acknowledges that the Corporation may in future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLA. To the best of its knowledge, none of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber. The Subscriber shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith.

Representations by all Subscribers. The Subscriber (on its own behalf and, if applicable, on behalf of each beneficial purchaser, if any, for whom the Subscriber is contracting) represents and warrants to the Issuer and the Agent Corporation that, as at the Agreement Date and at the Closing: (a) The if the Subscriber has is purchasing the Securities as principal for its own account, the Subscriber is purchasing them for investment only and not and will not be receiving an offering memorandum for the benefit of any other person or for resale, distribution or other disclosure document from disposition of the IssuerSecurities; (b) to the best of the Subscriber’s knowledge, the Securities were not advertised; (c) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase the Securities; (ii) that any person will refund the purchase price of the Purchased Securities; (iii) as to the future price or value of any of the Securities; or (iv) that any of the Securities will be listed and posted for trading on a stock exchange or quotation system or that application has been made to list and post any of the Securities for trading on any stock exchange or quotation systemexchange, other than the Shares and Warrant Shares on the Exchange; (d) this subscription has not been solicited in any other manner contrary to the Applicable Legislation or the 1933 Act; (e) the Subscriber (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and tax considerations, and it (or others for whom it is contracting hereunder) is solely responsible for compliance with applicable resale restrictions and applicable tax legislation; (f) the Subscriber has no knowledge of a “material fact” or “material change” (as those terms are defined in the Applicable Legislation) in the affairs of the Issuer Corporation that has not been generally disclosed to the public, except knowledge of this particular transaction; (g) the offer made by this subscription is irrevocable (subject to the Subscriber’s right to withdraw the subscription and to terminate the obligations as set out in this Subscription Agreement) and requires acceptance by the Issuer Corporation and approval of the Exchange; (h) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant to this Subscription Agreement and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been given to authorize execution of this Subscription Agreement on behalf of the Subscriber; (i) the Subscriber is not a “control person” of the Corporation as defined in the Applicable Legislation, will not become a “control person” by virtue of this purchase of any of the Securities, and does not intend to act in concert with any other person to form a control group of the Corporation; (j) unless the Subscriber has completed and signed Schedule “IV”, the offer was not made to the Subscriber when the Subscriber was in the United States and, at the time the Subscriber’s buy order was made to the Corporation, the Subscriber was outside the United States; (k) unless the Subscriber has completed and signed Schedule “IV”, the Subscriber is not a U.S. Person; (l) unless the Subscriber has completed and signed Schedule “IV”, the Subscriber is not and will not be purchasing Securities for the account or benefit of any U.S. Person; (m) the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (jn) this Subscription Agreement has been duly executed and delivered by the Subscriber and constitutes a legal, valid and binding agreement of the Subscriber enforceable against the Subscriber; (ko) the Subscriber has been independently advised as to the applicable hold period imposed in respect of the Securities by securities legislation in the jurisdiction in which the Subscriber resides and confirms that no representation has been made respecting the applicable hold periods for the Securities and is aware of the risks and other characteristics of the Securities and of the fact that the Subscriber may not be able to resell the Securities except in accordance with the Applicable Legislation applicable securities legislation and regulatory policies; (lp) the Subscriber is capable of assessing the proposed investment as a result of the Subscriber’s financial and business experience or as a result of advice received from a registered person other than the Issuer Corporation or any affiliates of the Issuer; and,Corporation; (mq) if required by Applicable Legislationapplicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Issuer Corporation in filing, such reports, undertakings and other documents with respect to the issue of the Securities as may be required; (r) it has relied solely upon publicly available information relating to the Corporation and not upon any verbal or written representation as to fact or otherwise made by or behalf of the Corporation or the Corporation; and (s) the funds representing the funds representing the aggregate purchase price which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLA”) and the Subscriber acknowledges that the Corporation may in future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLA. To the best of its knowledge, none of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber. The Subscriber shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith.